236 U.S.

687
35 S.Ct. 475
59 L.Ed. 788

WILLIAM A. WRIGHT, Comptroller General of the State of

Georgia, Petitioner,
v.
LOUISVILLE & NASHVILLE RAILROAD COMPANY and
Atlantic Coast Line Company.
No. 162.
Argued January 29, 1915.
Decided March 22, 1915.

Messrs. Samuel H. Sibley, John C. Hart, and Mr. T. S. Felder, Attorney

General of Georgia for petitioner.
Messrs. Alexander C. King and Joseph B. Cumming for respondents and
cross petitioners.
Mr. Justice Holmes delivered the opinion of the court:

This is a bill brought by the railroad companies, respondents, to prevent the

collection of a tax upon the Georgia Railroad, operated by them under a lease
and assessed to them as their property. The district court made a decree for the
plaintiffs with certain exceptions, which was affirmed on appeal and cross
appeal by the circuit court of appeals for the reasons given by the district court.
199 Fed. 454; 119 C. C. A. 282, 201 Fed. 1023.

The main question is similar to that disposed of in Wright v. Central of Georgia

R. Co. just decided [236 U. S. 674, 59 L. ed. , 35 Sup. Ct. Rep. 471].

By its charter granted on December 21, 1833, the stock of the company and its
branches is subject only to a 'tax not exceeding one-half 1 per cent per annum
on the net proceeds of their investments.' 15. This language is interpreted and
held to constitute a binding contract in Wright v. Georgia R. & Bkg. Co. 216 U.
S. 420, 54 L. ed. 544, 30 Sup. Ct. Rep. 242. So it is admitted that the present

tax could not be levied on the lessor. By 12 of the same charter the company
is authorized to 'rent or farm out all or any part of their exclusive right of
transportation or conveyance of persons, on the railroad or railroads, with the
privilege to any individual or individuals, or other company, and for such term
as may be agreed upon.' So the state has covenanted that the company's
property shall be exempt from tax except upon its income, which it is
authorized to make in any of three ways. And as bearing on the different uses of
the company's franchise that were deemed possible in that day, as we remarked
in the other case, we may add that by 13, if any persons intrude upon the
railroad by any manner of use thereof, they shall forfeit to the company all the
vehicles and animals that may be so intrustively introduced and used; that by
14 the company, if it sees fit to farm out any part of its exclusive right, may
prescribe the value and size of vehicles to be used or pass on its road, and the
locomotive power; and that by 22, the company, if it prefers, instead of
railroads, may construct common roads and use steam carriages thereon.
4

The plaintiffs are operating the roads in question under a lease made to one
Wadley, to whose rights they have succeeded. Georgia R. & Bkg. Co. v.
Maddox, 116 Ga. 64, 42 S. E. 315. This instrument purported, in the language
quoted above from 12 of the charter, to 'rent and farm out' the privileges and
roads of the lessor for a term of ninety-nine years from April 1, 1881. For the
reasons given in the other case we cannot believe that if the company saw fit to
gain 'the net proceeds of their investments' (to 1/2 of 1 per cent of which their
tax was limited) by letting the whole road instead of allowing others to
introduce carriages, the statute silently opened the right to resume as against the
lessee all that had been renounced as against the lessor. If the fee of the roads is
taxable to no one while the liability of the lessor to the above-mentioned 1/2 of
1 per cent remains, an attempt to collect a tax upon the fee from the plaintiffs is
an attempt on the part of the state to tax the leased property which was
completely beyond the reach of its taxing power except in so far as permitted
by the contract, the obligations of which could not be impaired without a
violation of the contract clause of the Constitution of the United States. Thus,
the particular features of the case in hand take it without the rule applied in
Rochester R. Co. v. Rochester, 205 U. S. 236, 51 L. ed. 784, 27 Sup. Ct. Rep.
469, and other kindred cases, from which we have no purpose to depart.

Some subordinate questions remain. Betterments and improvements of the

demised road such as the lessor naturally would have made to meet the
necessities of an enlarging business stand on the same footing as the original
road and are exempt. Wright v. Georgia R. & Bkg. Co. 216 U. S. 420, 427-432,
54 L. ed. 544, 554-556, 30 Sup. Ct. Rep. 242; Gardner v. Georgia R. & Bkg.
Co. 117 Ga. 522, 532, 43 S. E. 863. The rolling stock substituted for or added

to that turned over to the lessees became the property of the lessor as soon as
acquired, and also is exempt like that of which it took the place. The lessee
covenants to return the property in as good condition as it was then in, and the
lease provides that 'the property substituted for and added to that which is
hereby rented and farmed out shall be the property of' the lessor. 'Shall be'
obviously means shall be when so substituted. It is not confined to such
substituted property as may be on hand at the end of the lease. The lessor is to
be kept continuously the owner of an equipped road. The railroads not being
domiciled in Georgia are not taxable there for stock and bonds of other
companies merely appearing to be owned by them. Some necessary and proper
improvements were made by the lessor before the lease, and paid for by the
proceeds of bonds issued by it. We do not perceive why they should be put on a
different footing from the others. And we are not prepared to say that terminals,
etc., added to the demised property belonging to the lessor, although bought
with $225,000 of money belonging to the lessees, were not reasonable
betterments and exempt.
6

The Atlanta terminals require separate treatment. Besides so much of them as

was embraced in the lease, there seems to be other land belonging to the West
Point Company, and other land again of the Louisville & Nashville Railroad.
By an agreement between the plaintiffs and the West Point Company this
property is converted into and used as a joint terminal. The assessment
complained of deals with this as a separate entity and item, and in the decree is
excepted from the injunction. It appears to us that so much of the property as is
part of the exempted line still is exempt. It is used for the purposes of the line,
although the relations have become more complex. The rest may be subject to
taxation, but not in this assessment. The decree will be modified in this respect,
but otherwise is affirmed.

Decree modified and affirmed.

Mr. Justice Lamar took no part in the decision.

Mr. Justice Hughes, Mr. Justice Pitney, and Mr. Justice McReynolds dissent.